Australia and New Zealand Banking Group Ltd. — Capital/Financing Update 2016

Jun 14, 2016

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News Release

For Release: 15 June 20 1 6

Issue of U.S.$1,000,000,000 6.75% fixed rate resetting perpetual subordinated contingent convertible securities (“Notes”)

Notice under section 708A(12H)(e) of the Corporations Act 2001 (Cth)

Today Australia and New Zealand B a nking Gr o up Limited (“ ANZ ”), a cting through its London Branc h , will issu e U.S.$1,0 0 0,000,00 0 Notes.

The Notes ma y be conve r ted into f u lly paid or d inary sha r es of ANZ ( or an Approved Acquirer of A N Z) or writt e n-off following a Co m mon Equi t y Capital T rigger Ev e nt or a No n -Viability T rigger Event.

Thi s notice is a cleansing notice giv e n by ANZ to enable o rdinary shares in AN Z (or an Ap p roved Acq u irer of AN Z )[1] issued o n conver s ion of the N otes to b e sold with o ut dis c losure to i n vestors in reliance o n section 708A(12H)(e) of the C o rporation s Act 20 0 1 (Cth) (“ Corporations Act ”) (as inserte d by ASIC C orporatio n s (Regulat o ry Ca p ital Securi t ies) Instrument 201 6 /71).

Att a ched to the Appendi x 3B lodge d by ANZ with the Au s tralian Se c urities Exchange (“ ASX ”) toda y (“ Appendix 3B ”) w e re the foll o wing sections of the Offering Me m orandum dated 7 June 2016:

• the “D e scription o f the Note s ” section w hich cont a ins a desc r iption of t h e rights and lia b ilities attaching to t h e Notes (“ Description of Notes Section ” ); and

• the “D e scription o f the Ordi n ary Share s ” section w hich cont a ins a desc r iption of the rig h ts and lia b ilities atta c hing to or d inary sha r es in ANZ (“ Ordinary Shares ”).

Wo r ds and ex p ressions defined in t h e Descrip t ion of the N otes Sect i on have t h e same me a nings in t h is cleansi n g notice u n less the c o ntrary int e ntion app e ars.

Th e issue of t h e Notes b y ANZ will n ot have a material i m pact on A N Z’s finan c ial position. The Notes are t reated as A dditional T ier 1 Capital for AN Z . If the N o tes Co n vert and A NZ issues O rdinary S h ares, the impact of C onversion on ANZ w o uld be to i n crease A N Z’s shareholders’ eq u ity. The number of O rdinary S h ares issue d on Co n version is limited to t he Maxim u m Conver s ion Numb e r. The Maximum Co n version Nu m ber is 54,975.2611 O rdinary S h ares per N ote (with a nominal v alue of

1 Pr o vided that t he Approved Acquirer i s an authorised deposit - taking insti t ution, a ge n eral insure r , a lif e company, an authoris e d NOHC or a registere d NOHC for the purpose s of the Ban k ing Act 19 5 9 (Ct h ), the Insu r ance Act 1973 (Cth) or the Life Ins u rance Act 1995 (Cth).

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Aust r alia and New Zealand Banking Group Limited ABN 11 005 3 57 522

US$200,000) based on the 20 Trading Day VWAP of Ordinary Shares up to (but excluding) the Issue Date of US$18.19 (subject to adjustment in certain circumstances, as described in the Offering Memorandum).

As a disclosing entity, ANZ is subject to regular reporting and disclosure obligations under the Corporations Act and ASX Listing Rules. Broadly, these obligations require ANZ to prepare and lodge with ASIC both yearly and half yearly financial statements and to report on its operations during the relevant accounting period, and to obtain an audit or review report from its auditor.

Copies of documents lodged with ASIC may be obtained from or inspected at an ASIC office.

ANZ must ensure that the ASX is continuously notified of information about specific events and matters as they arise for the purposes of ASX making the information available to the Australian securities market. In this regard, ANZ has an obligation under the ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information concerning it of which it becomes aware, which a reasonable person would expect to have a material effect on the price or value of its quoted securities.

ANZ will provide a copy of any of the following documents free of charge to any person who requests a copy before the Notes are issued:

• any continuous disclosure notices given by ANZ in the period after the lodgement of the annual financial report of ANZ for the year ended 30 September 2015 and before the date of this notice, including the Appendix 3B;

• ANZ’s annual financial report for the year ended 30 September 2015;

• the consolidated financial report and dividend announcement for the half year ended 31 March 2016; and

• ANZ’s constitution.

All written requests for copies of the above documents should be addressed to:

Investor Relations Department Australia and New Zealand Banking Group Limited ANZ Centre Melbourne Level 10 833 Collins Street Docklands VIC 3008

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OF AMERICA

This Notice is not a prospectus or other disclosure document in relation to the Notes, and does not constitute an offer or invitation for the Notes or any Ordinary Shares for issue or sale in Australia. Notes are only available for sale to persons in Australia in circumstances where disclosure is not required in accordance with Part 6D.2 or Chapter 7 of the Corporations Act. The securities have not been, and will not be, registered under the US Securities Act or the securities laws of any state of the United States or any jurisdiction, and the securities may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons unless an exemption from the registration requirements of the US Securities Act is available and the offer and sale is in accordance with all applicable state securities laws of any state of the United States. This notice is not an offer or invitation to any U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")).

The Notes are not intended to be sold and should not be sold to retail clients in the EEA, as defined in the rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, as amended or replaced from time to time, other than in circumstances that do not and will not give rise to a contravention of those rules by any person.

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Australia and New Zealand Banking Group Limited ABN 11 005 357 522